City of Screaming Spires
by thetwelfthdoctor
Summary: When the TARDIS takes the Doctor on an unexpected detour, he meets a mysterious woman and stumbles across an alien invasion: Can he figure out what is going on in time to save the Earth? And what, exactly, is going on with the TARDIS?


The Doctor sighed. He sat in the TARDIS, next to the main control column, kicking his feet dejectedly. He felt very Sunday-afternoonish, which was unlike him and, he now realised, not very pleasant. He was trying to think of times and places he could go to, to cheer himself up. Nothing sprang to mind. He sighed again. The whole of time and space to choose from, and he couldn't think of one place that he wanted to go too. Perhaps he should have taken Christina up on her offer - these things were always better with company - look at the fun he had had whenever he went anywhere with Martha, or Donna, or Rose... all those adventures. He sighed again, a deep and painful sigh this time. It was at times like this that the loneliness was worst. He coped when he was busy, flying round, finding mysteries and solving them, helping people, sniffing out danger - but now, when he had time to sit still, to think, the loneliness was so bad it physically hurt.

Lost in his dark thoughts, he failed to notice a small light blinking into life on the far side of the TARDIS controls, until, with a lurch that sent him sprawling across the grilles on the floor, he suddenly realised that they had changed course and landed. "What?" he said, groggily.

Slowly, shaking his head, the Doctor picked himself up, and whipped his glasses out of his pocket. Slipping them on, he shook himself like a dog and bounded over to the controls, intent on finding out what had just happened. His long fingers pulled the screen towards his face, even as his eyes scanned its information. He screwed up his nose in confusion. "What?" he said again, louder. He checked again, and bounded round the console, just in time to see the small light flickering out. "_What??" _

"Auto pilot" he muttered to himself, as his hands worked across the controls. "Why has the auto pilot kicked in?" The TARDIS console remained silent, its screens blank. "Where have you taken me?" The Doctor stood back, and ran a hand distractedly through his hair, a look of unease on his face. This was most unusual. The remnants of the dark and lonely place he had been in when the TARDIS had intervened remained with him, and he shivered in anticipation - of what, he didn't know. "OK old girl" he said quietly, gently resting a hand on the control column "I suppose I should trust you after all these years." He turned towards the doors, pensively walking down the gangway. "Let's see where you've brought us." Slowly, he opened the door wide, and stepped out.

"Oh" he said, blinking in the bright sunlight "Oxford! I love Oxford!" he grinned, and skipped a few steps forward, as the TARDIS doors closed quietly behind him. He spun slowly on one foot, taking in the view behind him across a green meadow to a leafy riverbank. "Punting! And Mayday. And exams. I love exams." Still smiling, he turned to the great white stone building in front of the TARDIS, and wandered towards the imposing wooden gates. They were slightly ajar, and he could see through to the neat grass square inside, which, he realised as he got closer, was not in fact very neat, being strewn with belongings. "Must be end of term" he thought to himself as he stepped through the gates "students – can't do anything tidily." Politely ignoring a polite notice asking him not to walk on the grass, the Doctor strolled across the quad to a discarded file, poking at it with his foot. He looked around "Where are all the porters tut-tutting at all this mess?" he wondered aloud. He gazed around. He was completely alone amongst the debris of student exodus. There was something definitely not quite right about it. Jamming his hands into his trouser pockets, he wandered across the grass towards the main building, suddenly aware of the silence that surrounded him.

The Doctor emerged from the side entrance to the college. He had taken a good long look round. It was definitely deserted. He had scanned the halls with his sonic screwdriver, but there had been no unusual readings, nothing to indicate where all the people had gone – there had been people there, he was sure of that, and by the look of the mess they had left behind, they had scarpered in quite a hurry. But why they had done so, he didn't have a clue. Yet. He didn't have a clue _yet_, he reminded himself as he wandered out into the unnaturally still street.

The shops were closed, their doors locked. The Doctor lingered a moment or two outside a bakery, hungrily eyeing some glazed doughnuts, before moving on. "So," he thought to himself, "when they left, they left in a real hurry, if they didn't have time to clear up food from the window displays. And they must have left pretty recently – no mould." He mused as he wandered further. A gentle breeze blew empty crisp packets and fast food drinks cups across the road ahead of him. A discarded newspaper page gave him the date – June 2009. "Hmmmm" the Doctor paused in the middle of the street, rubbing the back of his neck as he thought.

Suddenly, his ears became aware of a sound: it was almost like an old fashioned train. No, it _was_ a puffing, but not a train. A person. Really puffing, like they were totally out of breath. And the gentle beat of footfalls. The Doctor looked around – he was right. There, pounding down the street towards him was a figure, running as fast as – her? Yes, her – legs could carry her. She bore down on the Doctor, her face red with exertion and her breath coming in shorter and shorter gasps. As she drew up to him, the Doctor read fear in her eyes, but also excitement.

She stopped in front of him, and leant on her knees, battling to control her breathing.

"Rrrrr" she panted at him. The Doctor stood in front of her, smiling encouragingly, waiting for her breath to return. "Rrrr" she tried again.

"Deep breaths" said the Doctor, motioning with his hands. "Fill up those lungs again!" The woman, who was not dressed for running – jeans, t-shirt, trainers (but not trainers meant for running), nor used to it, by the look of her, looked exasperatedly at the Doctor.

"Run!" she managed to croak out at last, before setting off again down the street, pulling the Doctor along.

"Oh!" said the Doctor, light dawning. "Run! OK…" It was more like a gentle trot than a run, he thought. "What are we running from?" he said, easily loping alongside her "Or towards? It could be towards something. I don't often run towards things…" The woman looked at him again with a sort of disbelief, before suddenly grabbing his arm, dragging him down a small alleyway, at a sharp angle to the street. Seeing that he was about to begin speaking again, she pinched his elbow to get his attention, and held her finger furiously to her lips, before theatrically pointing out into the street.

"Right, ssshh!" whispered the Doctor. Cautiously, he peered round the corner into the street. "So it was running away from something" he thought as he looked out onto the silent and deserted road. "Always is. It would be _so_ nice, just once, to be able to run towards something. Something fun and interesting, preferably." The Doctor's musings were interrupted as the thing they were running away from lumbered into view round the corner.

Thing was the right word. It was a creature, but it was not human, barely even humanoid. It was about seven feet tall, and even for that size it had long limbs. It had skin that looked like polished brown leather, and wore some kind of armoured smock that came down to its knees – which bent the wrong way. The Doctor stared at it in fascination. It looked vaguely familiar, but he couldn't place it. On its head, it wore a large mask (at least he was fairly sure it was a mask): fur trimmed and feathered, with a face containing cavernous dark eyes and disturbingly realistic fangs. The Doctor was about to step out and speak to the creature, when the woman once again grabbed him – this time hanging on to his arm in a surprisingly strong grip. He saw the fear in her eyes once again, and turned back to the street just in time to see the creature throw back its head and let loose a blood curdling roar. Instantly, they could hear more footsteps, hundreds of marching footsteps, as an entire army of the beasts, these brandishing horrible looking weapons and ever more fearsome masks, came into view. The Doctor shivered. Whatever they were, they were definitely _not _friendly. He needed to find out more about them before he confronted them. Taking hold of the woman's hand, he led her quietly away down the alleyway, and out into the back yard of a row of shops.

Immediately, the Doctor whipped out his sonic screwdriver, and scanned all around them.

"Aha!" he murmured to himself. "That disturbance wasn't there before! They've just arrived!" The woman stared at the tall, skinny, suited man in front of her, apparently doing a spot of conducting with a blue glowing twig.

"They appeared just before I saw you" she said "out of nowhere, like really… just - out of nowhere" she sounded surprised by this, but not astounded, the Doctor noted.

"Where've all the people gone?" the Doctor asked "Did something happen to everyone when the... err... whoever-they-ares arrived? Or before?"

The woman shook her head, rubbing her hand over the back of her short hair, and grinned.

"Oh, come on – don't give me that! You must know as well as I do where everyone is…" she shot the Doctor a look, like they were fellow conspirators.

Blankly he shook his head. "Nope, no idea!" She looked at him sceptically. "Honestly!" he said. "I just arrived here, about half an hour ago. No one around. No idea why! I've been away." He added, by way of explanation.

"Oh" she still seemed doubtful. "Well. In that case I suppose you'd better get out again, pretty damn quick. The whole city was evacuated yesterday – no notice. Just told everyone to get out, the army came round and carted people off. There's no one left" she looked down at her shoes, a little sheepishly.

"Just us" remarked the Doctor brightly, skipping over why the woman was still in the deserted city. "So why did they evacuate everyone? Did they know they" he gestured over his shoulder back up the alleyway "were coming?"

The woman shrugged. "I don't know – I guess they must have. They said it was because of a gas leak – but the guys who came round to get everyone out, well, they didn't look much like they were interested in gas leaks." She paused, and looked up at the Doctor, as if assessing whether to tell him or not. As usual, the Doctor found his knack of being taken into people's confidences invaluable. "It's the same guys you see on the news at Christmas – you know, when all the weird stuff starts to happen."

"Ahhh" the Doctor nodded. UNIT, he supposed. They must have had a heads up something was going to happen then. He continued to scan with his screwdriver. The reading when he pointed it straight up into the sky interested him. Whoever or whatever those creatures were, their ship was parked right above the town. Hovering over Oxford.

"So" continued the woman, with an interested glance at the screwdriver "you should get back out – the way you came in, if you don't want any trouble with the army – and watch from a safe distance. I think they've cleared everyone out all the way to the ring road." She looked around, as if deciding where to go herself.

"What about you?" the Doctor asked, distractedly, trying to see if he was reading the screwdriver correctly.

"Oh, I'm going to have a look around here" she answered.

"What about 'watching from a safe distance'?" he asked, frowning slightly, and slipping the sonic back into his pocket.

"Where's the fun in that?" she asked, a grin spreading across her face. He gave her a long, hard look, then grinned back at her.

"Couldn't have put it better myself" he said. "Come on, let's go and have a look!"

They slipped out of the yard down another alley, leading towards a different part of town. Although every now and then they could hear the tramp of feet and roars in the distance, they got into the town centre without encountering any more of the creatures. The Doctor sneakily used his screwdriver to break into an internet café, and logged on.

"Let's have a look see" he said, quickly accessing top level security files at UNIT. The woman stared over his shoulder with growing disbelief at the information flashing up on the screen.

"I knew it wasn't a gas leak!" she said, triumphantly, as the Doctor found the correct file. "Wow…" she read silently over the Doctor's shoulder as he scanned down the page.

"Wow indeed" he said, spinning round in his chair as he waited for her to catch up with his top speed reading. It didn't take her long, he noticed. "So" he mused thoughtfully, swivelling his chair gently from side to side. "UNIT were tracking their ship – til it stopped. Here. And those guys.."

"The aliens" interjected the woman.

"Them" the Doctor continued "were pretty obviously coming down for a visit. And so they evacuated the city. And then what? Watched from the top of the hill to see what happened? I can't believe that…" he sucked his teeth noisily and thoughtfully.

"Wow" she said again. The Doctor saw that she was wearing an enormous goofy grin.

"Why are you so happy? Nasty looking alien creatures have landed in your town, the army have evacuated everyone and you are sitting there grinning like a Cheshire cat – appropriate given where we are, but still…."

The woman carried on grinning. "That's exactly it" she said, beaming all over her face. "Don't you see what this means?" she paused, breathless now with excitement. "Aliens – I mean, ALIENS! Ha!" she laughed and jumped up, pacing the room. "That means life, in space. Aliens! Can't you see what it means?" she looked at the Doctor, her eyes sparkling with excitement. "Other planets, other species, maybe other people, who knows? I never really believed it – I mean, not since that terrorist attack on the President, when they pretended to… Oh…" she stopped, blinking "I suppose they might have been real too…There's so much out there to be discovered. Do you think they've got a spaceship? Do you think I could get on it? Wow! Where do you think they're from?" a thought struck her. "They could be from anywhere – anywhere! That's huge! I mean it's unbelievable – it's…" she tailed off.

The Doctor grinned. He loved it when humans reacted like this. All enthusiasm and curiosity: the best of the human race. "I know" he sparkled back at her. "Isn't it just…" he paused.

"Brilliant!" they both said at once, and laughed.

"I'm the Doctor." he said, taking her hand and shaking it vigorously.

"I'm Gemma." she said, pumping his arm just as enthusiastically. They stood there, grinning at one another, until a roar, gradually increasing in volume, reminded them that perhaps this wasn't the time to marvel at the wondrousness of the Universe. They crouched down behind the rows of computers while the hordes of aliens rushed past, still in quasi-military ranks.

"It looks like they're looking for something" Gemma remarked, after they had emerged. "What could they possibly want?"

"I don't know" answered the Doctor, scanning the last UNIT files on the computer. "But I know a girl who might. Do you have a mobile phone? Or digital camera? If we can get a photo of one of them we might be able to work out who they are."

Gemma nodded and pulled out her mobile. "I got a couple earlier" she said "not sure how good they are though, I was a bit too surprised to get a good shot.." The Doctor nodded. Skipping through a few photos of sunsets and scenery (no people, he noted in passing) he got to the pictures of the creatures.

"These should do the trick" he said. "Come on" and he was off again, out the door, pelting off back down the road towards the college.

Gemma sighed. Why all the running? She just wasn't built for it. However, she was _far _too intrigued by this strange, big haired, skinny man, in his not-quite-smart-suit and downright-scruffy trainers to let him get away, so she trotted off after him as fast as she could. They made it back to the college, and to the TARDIS, without encountering the aliens again.

As the Doctor headed towards the beaten up looking old fashioned police telephone box, Gemma caught up with him, panting and confused. "Is your friend in the police?" she asked, as he strode up to the phone box purposefully. Her mind was replaying old TV clips with phone boxes like the one in front of her. She hadn't realised they were still even in service.

"Ah" said the Doctor pausing. "No" he raised and finger in a warning sort of gesture. "It's not a phone box, in fact." Gemma looked puzzled. A look of mischief came over the Doctor's face. He hadn't shown anyone into the TARDIS in a long time. "It's... well, come and see for yourself" He inserted the key into the lock, turned it, and pushed the door open, for Gemma to enter.

Her eyes widened in amazement as she did. As usual, the double take as a person entered the TARDIS amused the Doctor. He smiled, and comfortably crossed arms as he leant against the doorframe.

"What do you think?" he asked, expectantly.

Gemma turned to him with the same look in her eyes as he had seen in the internet cafe. "This has got to be a spaceship – hasn't it?" she walked quickly in, peering at the walls, the floor, the central control column, all without touching anything. The Doctor grinned.

"She certainly is! In fact" he said, striding over to the console and pulling Gemma's phone from his pocket "she is the reason I am here – she brought me here, right off the flight plan, as it were." He pulled a screen toward himself, and, extracting a wire, plugged in the phone. "Now, let's see if she can help us identify who or what they are." Absorbed, he didn't see the second double take from Gemma.

"You've been into space?" she said, eventually. "In this? Where have you been? Are there more aliens? How far can it go?"

"You certainly have a lot of questions" the Doctor murmured, as he tapped away at the keyboard.

Gemma was still peering round the TARDIS. "Do you mind if I have a look round?"

The Doctor waved a vague hand at her. "Help yourself" Gemma, wide eyed, moved closer to the console. "BUT" shouted the Doctor, making her leap back momentarily "don't touch anything – no pushing buttons" he said sternly. "Who knows where we'd end up" Gemma smiled - sounds like fun, she thought, but kept her hands away from the levers and buttons as she circled it, gazing in awe.

The Doctor watched as the TARDIS downloaded Gemma's photos, and scanned its databases and stored information. Soon enough it came up with a match.

"Of course!" the Doctor yelled, leaping back from the console. "I knew they rang a bell. They're the Nefraxi!"

Gemma broke away from inspecting the central column and returned to where the Doctor stood, chin in his hands as he thought.

"Who are the Nefraxi?" she asked.

"They're from the Virgo galaxies" the Doctor explained. "About 30 million light years or so away from earth. But they were here before – at least, something from Nefrax was. So long ago... come on, _think_!" The Doctor slapped his own forehead in frustration as his memory clunked into place "It must have been at the turn of the eighteenth century? Sometime around then, anyway. A great meteor fell from the sky over Northern Africa. Well, I say meteor. It was something from Nefrax. I don't know what it was, but I saw it come burning down out of the sky. That took some explaining to the locals, let me tell you!" he chuckled at the memory. "Whatever it was, I never found it. I only knew it was from Nefrax because of the readings showing such high levels of, well, Nefrax-ness. The Nefraxi never seemed interested, though, until now – so I let it lie. But now they're here, and looking for something. I would bet my bottom dollar that it has to do with that meteor..." he tailed off.

Gemma stared at him.

"How can you have seen it, if it happened in the eighteenth century?" she asked.

The Doctor looked at her over the top of the glasses he had just put on. "I am very, _very _old… and this is a time machine" he told her, deadpan, before turning back to the TARDIS screens. Gemma nodded. Well, if he had a spaceship, why on earth shouldn't it be a time machine too? She had seen enough sci-fi films to link the two in her mind anyway. So he was very old – well, he surely couldn't be much past forty, surely, even allowing for being pretty well preserved? The thought slid from her mind as she continued her tour of the TARDIS control room.

"Just how big is this thing?" she asked, poking her nose round a door off the main control room and seeing a seeming endless corridor stretching out in front of her. The Doctor was still distracted by the information he was reading about the Nefraxi.

"Big" was all he said "Don't wander off and get lost. I think we are going to need to do something about these Nefraxi – come and have a look at this." He sat back from the screen, pinching his lower lip. Gemma walked over to the screen and read for herself what the TARDIS had to say about the awful leather-skinned aliens she had seen appear from nowhere in the middle of a quiet Oxford street.

It was not good. The Nefraxi, according to the TARDIS databanks, were an advanced bi-pedal animalistic species. Their culture was built around survival of the strongest – a warrior race. They hunted. They waged war on one another. They waged war on other planets. They were currently engaged in a long - centuries long - bitter battle with another race from a nearby planet, and the bloody war was spreading out, encompassing other planets, other races, mostly peaceful.

Gemma shuddered. "Do you think that's why they're here?" she asked the Doctor, who still stood deep in thought. "To use earth as a battleground?"

"Hmmmm?" the Doctor looked up, almost surprised to find he had company. "Nah, don't think so. It's too far away. It must be related to the meteor. I'm trying to think – I'm sure I have heard some stories about the Nefraxi, I just can't remember…." And he tailed off, lost in his memories again.

Gemma returned to her reading. The Nefraxi wars were even more bloody and horrific than those on earth, as far as she could tell. They slew their enemies and then had ceremonies of the dead. Gemma skipped over the gory details. She didn't want to know. At the bottom of the screen was a blinking cursor, indicating more pages of information. She looked at the Doctor – he was miles away. The keyboard wasn't your average qwerty, but it was fairly similar. With a wry thought about the Doctor's instructions not to press any buttons, she hit the key that looked like "enter". The screen refreshed with lots more information. Letting out a small sigh (she wasn't sure herself if it was relief or disappointment), Gemma carried on reading.

It was the history of the Endless War, as the Nefraxi had dubbed the ongoing battle. Scanning down the page, Gemma saw stories of glorious Nefraxi victories, and "tactical withdrawals" – no losses, she noted. The history must come from the Nefraxi themselves. Definitely not unbiased. She read on. The war had started nearly two millennia ago – wow, she thought, that knocks the hundred years war into touch – when the crown, the sacred symbol of the Nefraxi people had been stolen by their enemies: they had been searching for it ever since.

"Hey" Gemma said to the Doctor "If they're looking for something here, isn't it probably this?" the Doctor looked up from his reverie and checked the screen.

"Of course" he groaned, disappointed in himself. "The Nithrax! When it was stolen, the thieves must've packed it up and shot it out into space – it would have been far too dangerous to risk the Nefraxi to finding it on them, they would slaughter anyone who had it." He raced around to the floor on the other side of the console and pulled up a grille, reaching into the space below "So they jettisoned it, and it flew through space, all the way through space, until it landed here on earth." He grunted slightly as he fished around beneath their feet for something. "And now the Nefraxi have come looking for it."

"And to slaughter anyone who has it" finished Gemma, a grim look on her face.

"Exactly" said the Doctor, exclaiming in triumph as he found what he was looking for. "The question is, why are they here in Oxford? The Nithrax landed in North Africa, centuries ago…" he pulled a book out from under the floor, and sat cross legged to read it. Gemma almost laughed out loud when she saw that it was an Oxford guide book.

"Are you serious? You think a guide book will tell you where some… some… alien _thing_ from outer space is?"

The Doctor looked up at her.

"You'd be surprised" he said "It's a question of knowing what to look for – I mean, Cleopatra's needle is in the guide book, the Sydney opera house is in the guide book…." He returned to his reading. "So I just have to see where an old wooden mask with war decorations might be kept. In a University city. Full of colleges that might have something just like that in some dusty old common room brought back from their travels by some dusty old don." He sighed, and tossed the book aside. "You're right, it's not going to be much help here."

Gemma frowned, and then a huge grin broke out on her face. "If that's what it looks like, I bet I know the place to find it!" she more or less bounced with excitement. "There's one place in Oxford where you can find all sorts of things like that…." She reached for the book the Doctor had discarded and rifled through it. "Here!" she said triumphantly, passing the book back to the Doctor.

He read silently, his lips moving as he did so, until a giant beaming smile spread all over his face too. "Oh, Gemma, you're good. I _like_ you!"

"Steady Eddie!" Gemma jokingly backed away from him a few paces "You think it'll be there then?" The Doctor had already set off for the door of the TARDIS.

"Come on!" he called over his shoulder.

They were running _again_. Gemma wasn't sure she had ever run so much in one day, since she had left school and they had stopped torturing her with cross country runs on wet windy Wednesdays. But then, she hadn't encountered aliens or spaceships before, so she supposed running might just go with those things. The Doctor certainly seemed better at it than her. She had sent him on ahead, realising that she was slowing him down, and he had bounded off, warning her to keep very quiet if she heard the Nefraxi approaching. Gemma wasn't overly concerned though. The adrenaline of fear when they had first appeared had been well and truly replaced by the adrenaline of excitement. Incredible! Aliens, and a man with a spaceship… Gemma stopped dead as a sudden thought hit her. She supposed he was a man? What if he was an alien too? She gathered her breath as she considered this thought. It was, on reflection, much more likely that he _was_ an alien than a man, for all he looked at face value like a human, there was something in his look, his air of authority, his eyes, that was just – well, not normal. And he had a spaceship. And he said he was very, very old. However, he hadn't done anything that told her she should be wary of him, rather the opposite, in fact. So even if he wasn't human, at least he was friendly. Shaking her head in bemusement at the decisions she found herself having to make, Gemma started to jog off again, until something caught her eye, making her smile, and stop again.

The Doctor raced along the streets, through an arcade of shops. It was really eerie without anyone around, like a ghost town. He had been to ghost towns before, and wasn't that keen on them, if he was honest. All those spirits floating round made his spine tingle.

Gemma was alright, he thought to himself as he ran. A good sort of human, who got all excited about the discovery, a bit like him. He chuckled at the thought of her face if he showed her the time vortex, or earth from space, the countless worlds among the stars… Immediately though, his humour evaporated. He couldn't do those things with her, couldn't take her with him. He couldn't do it to her. It gave him so much pain to think of Rose, and Donna. All because they'd met him, because he'd taken them away to see the stars in the TARDIS. He couldn't forgive himself, and he couldn't inflict that on someone else. He set his jaw and ran on, concentrating on finding the Nithrax. Sprinting round a corner, he collided with a very hard thing, creating a very loud thump. The Doctor sat where he fell, momentarily stunned.

"Where is the Nithrax? We seek the Nithrax. Death to all who stand in our way."

The Doctor looked slowly up. There was a pair of very large leathery legs in front of him. On top of the legs was an armour plated body, and a fearsomely masked head. The Nefrax he had run into also carried an awesome spiked club – for close combat, the Doctor guessed. Despite their advanced technology in respect of spaceships, the Nefrax considered that enemies should be engaged in a battle of strength and skill. Weapons were simple and wielded by hand. The Doctor struggled up and (he hoped) out of weapon wielding distance.

"Where is the Nithrax? We seek the Nithrax. Death to all who stand in our way."

"Errr..." said the Doctor, looking round for an exit. He had run slap bang into a big problem. If he ran for it, the Nefrax, who hadn't even seemed winded when the Doctor had slammed into him, would catch him without a doubt, fast as he was. "Right" he said, scanning the masked face for any sign of how he was being regarded. He wondered fleetingly if he could amend the TARDIS translation circuits to pick up brain waves, and translate alien thoughts direct into his head. As soon as he thought it, though, he shuddered involuntarily. It was bad enough in there already. How much worse would it be with a million alien voices in there too? Too awful to contemplate. He would rather not know – which was good, because in the current situation, the mask was giving nothing away. "So" he said, straightening up "The Nithrax, ey? What's that then?" He figured that if he could get them talking, it would at least buy him some time to get away. He mustn't take too long though, because surely Gemma would be catching up with him soon.

"We seek the Nithrax. Where is the Nithrax?"

"OK" said the Doctor, enunciating each syllable carefully. Apparently he had not bumped into the brightest Nefrax in the box. "I don't have it, so I'll just be off now, lovely chatting to you and all that…." He began to sidle away. The Nefrax held out his giant club, blocking the Doctor's path. "Right! Right then. Well, OK, if you insist I'll stay a moment longer. No more than that, though, there's this friend of mine I have to meet." the Doctor tailed off as the Nefrax raised the club threateningly.

"Where is the Nithrax?" his voice was a harsh grinding noise, like pebbles in a tumble dryer.

"The Nithrax? Oh, the Nithrax is…. Err… over there." The Doctor gestured away to his left. "All the way down that road, turn left at the railway station, it's in the field behind the ice rink. Glad to help, I'll just be… oh" the Nefrax had blocked the Doctor's path again.

The Doctor stood, racking his brains, as the Nefrax let out a roar. He was calling the rest of them. Soon, he could hear the beat of their marching feet as they reacted to the call. The Nefrax raised his club again, ready to strike if the Doctor made a break for it.

The Doctor was beginning to get worried now. Not for himself, but for Gemma. She would be here any second, probably coinciding with the arrival of the rest of the Nefraxi, and he really didn't want to be responsible for getting her into danger. He was just fretting about this, when he realised that she was on her way.

With a yell as loud as she could make it (the Doctor was fairly sure it was "Geronimo..."), Gemma stormed into the square, where she could see the Doctor was trapped in a corner by a big mean-looking Nefrax. She grinned. Now she was really, really glad she had checked the bicycles chained up to the railings as she passed them. One had been unlocked. It was so much better than running – for speed, and, she now realised, charging an unsuspecting Nefrax who had someone trapped in a corner. She trod on the pedals and sped towards the Nefrax, pulling hard on her back brake just as she came up to him whilst steering hard left and bracing herself. Her back wheel skidded round in a big arc, slamming into the Nefrax's knees. At the same time, her shoulder thumped into its midriff, sending it sprawling on the floor. Gemma grinned at the Doctor's expression of surprise.

"Come on" she yelled "I'll give you a backy!"

"A what?" the Doctor sounded bemused, but quickly jumped on to the bike saddle as Gemma stood on the pedals and set them off again. The Doctor grabbed hold of Gemma's shoulders as she pedalled them furiously away from the Nefrax who was getting to his feet with some difficulty, roaring in pain. They shot down the street, racing round a corner just as the first of the other Nefraxi arrived. Ignoring the Doctor's whimpers of fear, Gemma steered them down a tiny alley, bumped down some steps and hurtled out into another street, before taking them off on a route that twisted and turned through the back streets of Oxford, eventually losing the pursuing Nefraxi and arriving at the university parks. Considering that they were now safe, Gemma stopped, and leant over the handlebars. She was bright red in the face, panting and exhausted. The Doctor also jumped off.

"That was brilliant!" he said, a beaming grin restoring some colour to his face. "Gorblimey, talk about white knuckles! I think you need to take your cycling proficiency test again – but... brilliant!" Gemma grinned, too out of breath to reply. "Next time, though, bagsy I pedal and you sit." Gemma nodded, with relief.

Licking one finger and holding it up in the air, the Doctor pointed down the street. "This way" he said and strode off, Gemma cycling alongside him this time, easily matching his pace.

The imposing Natural History museum building was, of course, closed. The heavy oak doors were locked. Gemma, abandoning her bike on the grass in front, next to the dinosaur footprints, rattled the doorhandle in frustration.

"I think we might have to break in the back way" she said. The Doctor, though, had already taken out his sonic screwdriver, and had manipulated the lock in seconds. He then proceeded to disarm the alarm system, and switched on the lights. Gemma stared.

"That is _very_ cool." She said, eventually. "Good thing you're honest – you could do some very illegal things with that..."

The Doctor winked at her "Who says I'm honest?" Gemma just laughed and led the way into the building.

The glass cases housing animal specimens reflected their figures as they hurried through, pausing only by the stuffed model of a Dodo.

"Oh, the Dodo!" the Doctor said, sadly. "They were such friendly things. Much skinnier than that though..." Gemma, resigning herself to not understanding half the things the Doctor said without some serious rethinking of her own personal reality, hurried on to the back of the gallery.

"Here we are!" she said "Can you open these doors too?" The Doctor ran over to join her at another set of heavy wooden doors, and again worked the sonic to click the lock open.

Taking hold of one heavy cast iron door handle each, they pulled the doors wide, and walked down a set of steps, into a room set off the main museum.

"Always a shop" the Doctor said as he jumped the last two steps into what looked like a lobby area, with a souvenir shop off to the right. "Oooh look" he stepped into the shop area, intrigued. "A chicken, made out of old tin cans!" he held up his find to Gemma "Might have to get one of them on the way out..." He dropped the model, and followed Gemma into the lobby area. Odd looking objects were simply and tastefully arranged in gleaming glass cases. The Doctor wrinkled his nose. "This isn't at all how I expected it to be" he said, disappointed "I thought it would be more – I dunno, sort of crowded" Gemma pushed him through into the museum proper.

"Oh, this is more like it!" the grin was restored to the Doctor's face. "The Pitt Rivers Museum. Ha!" he bounded over to the first cabinet, crammed with objects. "Brillliant!" he bounced over to the next cabinet, and then stopped, taking in the view of the whole museum opened up before him. The room was three storeys tall, with two upper galleries that ran round the edges of the walls, leaving the centre free up to the white wooden ceiling, all the floor space full to bursting with wooden glass fronted cabinets which were in turn crammed full of objects and artefacts, each with a small handwritten label in faded ink. The cabinets were so close together there was barely room to walk between them, and the whole museum was watched over by a giant totem pole, at one end. "Brilliant!" the Doctor grinned, shoving his hands in his pockets and putting on his glasses, as he wandered from one display to the next, calling out to Gemma as he went. "I met him once, you know, old Lieutenant General Pitt Rivers – oooh, an old loom. Get your fingers trapped in that you're in trouble... he was a nice enough bloke, apart from his obsession with weapons – couldn't get enough of them, literally." The Doctor paused, and got out his sonic screwdriver, scanning the cabinet in front of him "Hello, I wonder what that's doing here?" Gemma joined him, to see him running the blue glowing device up and down a small ivory looking statue.

"What is it?" she asked, peering at the faded label.

"_Not_ a sixth century figurine" he said, frowning "more likely six thousand years old, and from another planet." He raised the screwdriver and scanned the room "And it is not alone. There is a lot of stuff here that didn't originate from earth..." he bounded over to the next cabinet "That shouldn't be here" he said, pointing to a fearsome looking dagger, covered with what looked like barnacles. "Or that, or that" The Doctor stood, bewildered, in the centre of the museum. "What's going on?"

Before Gemma could even think of an answer (not that any were springing to her mind), an enormous crash from the Natural History Museum signalled the Nefraxi had narrowed down their search for the Nithrax. The Doctor leaped into action.

"Look for the mask!" he shouted to Gemma "It will look like the ones they are wearing, I should think..." he himself sped off amongst the cabinets, skidding between them as he ran. Gemma too set off, frantically searching amongst the jumble of objects for a fearsome mask. In the background, the sound of the Nefraxi crashing their way through the natural history museum reached their ears. The gravelly voices of the Nefraxi filtered through.

"We seek the Nithrax. Where is the Nithrax?" Gemma only paused for a second to wonder why they spoke English, before continuing to search for the mask.

As the sound of the Nefraxi continued closing in on them, the Doctor was becoming more and more confused. He continued to scan with his sonic screwdriver as he pelted between the cabinets, recognising more and more alien artefacts as he ran. Suddenly, he stopped dead, staring at the screwdriver he held in his hand. His face was creased into a look of utter disbelief.

"It can't be..." he breathed. "It just can't be" he looked up around the room, his eyes searching for something. He double checked the screwdriver. There was no doubt. He was reading it correctly. Bouncing on his toes, he mumbled to himself as he fiddled with the settings on the screwdriver. "Come on... just got to adjust to the right wavelength..." the Nefraxi were at the door of the smaller museum now, pouring down the steps. "Come on, come on!" The Doctor spoke through his teeth, a desperate frustration coming through as he re-set the sonic levels. Finally, with a triumphant yell that made Gemma jump, he got the right setting and switched it on, grasping the sonic firmly in both hands, pointing it first at the ceiling, then all around in a dropping circles, til he had covered half the museum. As he held it directed at the far corner on the first upper gallery, a sharp crack whipped through the air, as though the building had been hit by lightning. Gemma jumped again, and felt electricity rippling through the air. Abandoning her search for the mask, she ran over to where the Doctor stood, smiling through seriously set teeth.

"Was that you?" she asked, skidding up to him, realising as she did so that the noise from the Nefraxi had stopped dead. "What have you done to them?"

"I haven't done anything to them" the Doctor slipped his screwdriver away, setting off towards the exit. "I've sealed us in." Gemma followed the Doctor over towards the other end of the shop. Beyond it, in the lobby, she could see the Nefraxi, furious, milling around. They were clearly yelling and roaring, but she could not hear a sound.

"What are they doing?" she asked, and, after a second's hesitation, walked tentatively towards them. They seemed to be fenced into the lobby area: Whenever one of them tried to come into the shop, or enter the museum, they bounced back, and their silent howls of rage redoubled. Warily, Gemma held a hand out towards the Nefraxi, who were only feet from her, but apparently could not see her. As she reached out, she felt the air give, like it was bending. It felt like she was prodding a jelly, as it wobbled back into place when she withdrew her hand. She turned to the Doctor for an explanation, but he had continued running out of the shop and up the stairs that led to the galleries. Gemma followed, with a fearful backward glance at the Nefraxi.

The Doctor bounded up the stairs, two at a time. Whatever it was he was after, Gemma thought, it had got to be important, given that he seemed to have completely forgotten the existence of the Nefraxi, Nithrax and all. He sprinted out onto the first level, heading directly for the right hand corner.

"Where are you my little beauty?" the word rolled around his mouth as he reached out to the cabinet in the corner, resting his hands on the glass, fingers splayed, as his eyes searched the contents. "Come to Daddy!" Gemma heard him suck in his breath as he saw what he was looking for. She could see his face reflected in the glass of the case, and his eyes were wide with emotion. She couldn't tell whether it was happiness or something else, and looked away, uncomfortable. The Doctor cast around for something to break the glass with, picking up a nearby fire extinguisher. "Sorry" he said, as if the museum curator was there to hear the apology, before he swung it, shattering the glass of the cabinet.

He reached in, and reverently picked up what looked like a bronze wrist covering, covered in what looked like writing in a strange language. Holding it in both hands, as if it were treasure, he turned to Gemma.

"Look at that!" he said, crowing over the object. Gemma looked. Obviously old, it still looked to her mostly like an old bronze wrist ornament. The Doctor seemed to be seeing something more. He was stroking the metal, almost cooing over it.

"What is it?" Gemma asked.

"Shielding device" the Doctor murmured, his eyes still fixed to the thing in his hands. "Ancient, ancient shielding device. But it still works" his eyes lifted to Gemma's, and she could see the sheer joy in them "built to last in those days! Oh yes!" Turning back to the artefact, the Doctor slipped it onto his lean wrist. It seemed to close and shrink to fit him.

"Where's it from?" Gemma asked, crowding closer to get a good look at it. The Doctor's voice when he answered was quiet and slightly hoarse.

"Gallifrey." he whispered "I thought it was all gone." his fingers caressed it as it hugged his wrist "All gone..."

Gemma looked up at his face then, and was shocked by the naked sadness in his eyes, so deep. All that pain. Again, she backed off from the intensity of his emotion.

"Well, I'm going to look for that mask while we're shielded" she said, moving quietly away from the Doctor, back along the gallery, checking the cabinets. The Doctor looked up, as if suddenly waking – from dream or nightmare? Gemma wondered – and nodded approval.

"Yep, ok" he said, walking the other way around the gallery "meet you in the middle." He moved off, checking the contents of the glass topped tables, but still fiddling with the metal band around his wrist, an indecipherable smile playing at the corners of his lips.

After fruitlessly searching the first gallery, Gemma and the Doctor stood on the balcony, overlooking the main floor of the museum.

"Is that masks, over there?" Gemma squinted into the far corner on the ground floor. The light, which had never been very good, seemed to have dimmed after the Doctor had put up the shield around them. The Doctor stared too, leaning so far out over the railings Gemma was worried he would tip right over into the dug-out canoe suspended just below them.

"Think so!" he said, and turned for the stairs. Gemma, who was getting to know the Doctor, had already set off and was leaping down the stairs, three at a time. Ignoring the Nefraxi, who were still milling around in the lobby area, she wove her way in and out of the cases until she reached the corner, where, sure enough, a large display case was filled from top to bottom with masks. She groaned. There were hundreds of them. She began scanning the contents. The Doctor joined her, and within seconds had pinpointed the Nithrax. As soon as he had pointed it out to Gemma, she wondered how on earth she could have missed it. It was, now she had some idea of what alien looked like, so clearly alien. It had the same unending eyes and fangs as the other Nefraxi masks, but there was no mistaking it for them. It was bigger, and more ostentatiously decorated, with feathers and fur in a great and terrible headdress around the mask itself, which was beaked. The Doctor this time used his sonic screwdriver to unlock the case door, swinging it wide on creaky hinges. He was just about to reach in and pick up the mask, when a voice behind them made him spin round in surprise.

A short old man was walking towards them, dressed in an old fashioned three piece suit. His shoes were shining bright with polish, and squeaked slightly as he approached them. He was, Gemma thought, as she realised that the Doctor was edging between her and the man, utterly _dapper_. Not a silvery hair out of place on his head or his neatly trimmed moustache, collar starched, tie knotted just so. He belonged in another era, or a movie.

"Hello" said the Doctor, in a conversational sort of voice. "How did you get in?"

"I might ask you the same young man" he spoke in a high voice. Very _proper,_ thought Gemma, as she used the Doctor as cover to reach into the case and remove the mask, hiding it as best she could behind her back. "I am the curator of this museum, and I demand to know what you are doing sneaking around when we are closed, and _opening the cases!" _his voice shook with outrage as he gazed at the open door, which stood in between the Doctor and him.

"Oh that!" said the Doctor, innocently, as if just noticing it. "Sorry, sorry... here, let me..." he reached around and swung the door shut again, subtly holding it in place with his foot. "Why are you here though? Weren't you evacuated with everyone else?"

The curator looked embarrassed. "I had to stay with my collection" he explained "Can't leave it to be destroyed in some _gas leak_ as if it were nothing important...And you?" his anger returned as he seemed to remember that the Doctor and Gemma had broken into his beloved museum.

The Doctor reached into his pocket and pulled out the psychic paper, flashing it at the curator.

"Oh, why didn't you say you're with UNIT?" the Curator visibly relaxed. "Making a final check are you? Well, not long to wait now and they should be here, I suppose you are going to wait and observe?" The Curator gestured at them to follow him, and stepped off back towards the stairs with sharp smart steps.

Gemma turned the Doctor's hand towards her, seeing that the paper billfold he carried did, in fact, identify both him and her as members of UNIT. The Doctor shrugged at her. Now was not the time to try to explain the psychic paper, and he had no more idea than her how the Curator was involved with the aliens. Well, probably he had a _bit _more of an idea than her, he thought as he set off after the Curator, but still it was all a bit like spotting clouds in the mist. Gemma followed behind, still holding on to the mask, wondering what, on this most odd and disturbing day, would happen next.

They walked past the shop, and through a door marked private, into the office space of the museum – Gemma noticed in passing that the Nefraxi had gone, presumably to try and find another way into the building. So the Curator probably didn't know about the shield the Doctor had set up, she thought to herself.

Opening the door to a large office, lined with bookshelves on three walls and a large window overlooking the back of the building on the fourth, the Curator led them in. The office was like an extension of the museum, full of objects: statues, eating implements, ornaments and bottles lay scattered among the books and papers along the shelves and desk. The wall directly behind the desk held a display of dangerous looking spears and harpoons.

"I don't know what's taking them so long" he was saying as he checked a large grandfather clock, tapping the glass with an impeccably trimmed fingernail. "They should have tracked it down by now..." his pink forehead creased in a slight frown. "Ah!" he said, almost immediately, catching sight of movement outside the window. "Here they come." He smiled, a trifle nervously, as a dozen Nefraxi marched up to the back door of the building, only to stop, apparently inexplicably, a foot away from it.

"What's that?" the Curator put on a pair of gold rimmed half moon glasses, and peered out of the window. "But... there seems to be some kind of shield around the building!" He turned to the Doctor and Gemma in confusion. "I thought you wanted them to get in and collect the artefact?"

"Ah!" said the Doctor. "Change of plan. Sort of." He waggled his wrist at the curator, whose confusion and amazement only seemed to deepen. He stepped back and looked up at the Doctor – and Gemma thought now he was afraid.

"But..." he stammered. Definitely afraid, Gemma thought. _Really_ afraid. "You used that? But it only works for... It comes from.... Are you a..?" he trailed off, his voice wavering into silence.

"Yep" the Doctor smiled, and gave a small bow. "That's me. The last one, and all." All of a sudden, his smile faded, replaced by a serious, grim look. "I'm the Doctor. And now, I think, it's time for you to tell us exactly who you _really _are." The curator shivered, stepping further back until he was pressed against the window. He looked nervously over his shoulder, as if he was contemplating making a jump for it. "Don't even think about it" the Doctor pre-empted him "the shield would catch you before you got half way out and bounce you right back in." The Curator seemed to deflate, as if realising that whatever plans he had, they had already failed. Gemma stood back in silence, impressed by the Doctor's authority. He was the last what? She wondered, as the Doctor took another step towards the Curator, who raised his hands in resignation.

"Alright, alright!" He sounded almost irritable. "Must I change to my true form, though? It's so – untidy. I much prefer this one." The Doctor shook his head.

"Oh, no you don't. I think just a little very quick change, just so I know... Come on now!"

Gemma stared in what would have been disbelief, if it hadn't been for the fact that she didn't think there was anything she wouldn't believe in anymore, as the Curator, still grumbling, began to change. The smart old man seemed to start melting around the edges. Already short, his height seemed to decrease as his width increased; his edges blurred, and browned, his arms and legs emerging into the rest of his body, while his mouth grew wider and deeper, and his eyes widened at the edges, turning a dirty yellow colour. At last he stood before the Doctor and Gemma, looking to her eyes like a rather large cowpat, with a frog's eyes and mouth.

The Doctor looked at him with distaste. "Alright, that'll do" he said "You can change back" The cowpat heaved a sigh of relief (Gemma instinctively held her nose) and reversed the process, turning back into the neat little Curator. He straightened his tie, and brushed a fleck of something off his sleeve.

"Well, that's a relief" he said "I do so much prefer the human form."

"Mmmm" said the Doctor. "I heard that most Vantasardians choose other forms as soon as they are able to change."

Gemma coughed discreetly behind him. "Vanta-whosy-which?" she whispered.

"Vantasardians. Shape changing aliens." he whispered back to her, not very subtly "From the planet Vantasar – not the nicest place, and they all look like him – so as soon as they can change, when they're about fifteen, most of them leg it, spread out all over the Universe." The Doctor turned back to the curator "And I suppose it's you who is responsible for the collection of alien artefacts in the museum there?" The Curator nodded.

"Most of them. Some were already in the museum, brought back by the human collectors who had no idea what they were picking up. I only added to it. I collect items from worlds that no longer exist; from planets that are gone, races that are dead: It's a bank of information for posterity...." he trailed off as the Doctor's face darkened. "I'm really very sorry, Doctor, I had no idea... When the Time War ended, I thought – well, I thought your people were gone. When Gallifrey burned..." Gemma's hands tightened around the mask she still clasped in her hands. The Doctor had tensed; she could see his hands curling into fists, and thought for a second that he was going to attack the Curator. Only for a second, then she saw his shoulders slump.

"Do you have anything else?" he meant from his home planet, Gemma realised. The Curator shook his head. The Doctor stood for a moment, before straightening his shoulders. "SO!" he said, loudly, loping across the room to one of the two armchairs that sat either side of the desk, throwing his tall frame down, stretching his long legs out in front of him, crossing his ankles and lacing his fingers behind his head. "I think you have a story to tell us!" he grinned at Gemma, gesturing to her to sit down in the other chair "Are you sitting comfortably?" he asked her solicitously. She nodded. "Then he'll begin." The Doctor turned the grin round to the Curator, gesturing to the desk – not an invitation this time, an order. The Curator complied, sitting behind the desk.

"What do you want to know?" he asked.

"We-ell" The Doctor dragged the word out, rolling his eyes upwards as if considering. "Let's start with the Nefraxi. What's the plan with them? Are you and UNIT happy to let them get their hands on the Nithrax? And are you in cahoots?"

The Curator sat forward and leant on the desk, looking to Gemma for all the world like an old teacher, about to begin a lesson. She sat up, concentrating hard.

"As for me and UNIT" the Curator began "We are certainly not in cahoots. But they do allow me to stay here on Earth as a sort of alien liaison. Because of my interest in alien cultures, you understand, I have a certain..." he paused, and cleared his throat "_knowledge_, that comes in useful."

"I bet it does" said the Doctor sceptically. "Every time they come across anything alien, it must be very useful to have a tame expert on hand to identify it for them, let them know what weapons they have UNIT can use and then the best way to kill them, wipe them off the face of the planet." He sounded utterly scathing. Gemma smiled. She was pretty sure she had been right to trust the Doctor – she didn't like the sound of the attitude of UNIT either, and if it came down to it, she knew which alien she would pick to back up in a fight. Which might just still happen, she thought, eyeing the Nefraxi outside the window nervously.

"Indeed" the curator continued. "The Nefraxi ship appeared in orbit recently. UNIT called me in to help them identify them, and what they were doing here. It was decided that the town should be evacuated as a precaution, and I would await the Nefraxi, give them the Nithrax and send them off back to their own world." The Curator stopped talking, and coughed again.

The Doctor sat in silence, contemplating him.

Gemma fidgeted in her seat. There was something not quite right about what the Curator had just said. She frowned, and looked over at the Doctor. Surely he had noticed? He sat, impassive, his dark eyes not giving anything away. Unwilling to interrupt what might be an interrogation technique, Gemma sat quietly-ish for a moment longer, until she could not restrain herself any longer.

"But" she burst out "you didn't tell UNIT about the Nithrax, or the Nefraxi – it wasn't in those files you accessed Doctor – which means that they don't know who the Aliens are. Which means..." she said slowly, as the Doctor watched her "he wants to do something with the Nithrax that he doesn't want anyone to know about..." The Doctor nodded to her, encouragingly. The Curator's face crumpled in anger. "Like – what? Sell it? No, they'd kill you as soon as they got their hands on the Nithrax." She frowned, running over in her head what she had read about the Nefraxi, back in the TARDIS. She had the distinct feeling that the Doctor had already thought of whatever it was that was knocking on her brain, asking to be let in.

A sudden bang sounded from outside.

"Oh!" said the Doctor, with huge disappointment, rolling up his sleeve. The bracelet had loosened, and fell to the floor. "Must have sat for too long, after all, even for workmanship like that. Shields are down Gemma" he said, leaping to his feet, sweeping up the bracelet and stuffing it into his pocket. "You get one more guess. What's he want the Nithrax for?" Gemma stared at him. The Nefraxi were breaking down the door; any minute now they'd be streaming up the stairs after them, armed to the (extremely sharp, no doubt) teeth, and the Doctor was challenging her to a mental exercise she was sure, now, he had already completed. Slowly she grinned.

"OK, no clues..." she furrowed her brow. What was it that was hiding just out of her thoughts? The Doctor walked lazily over to the window, watching as the Nefraxi poured in through the broken door. "HAH!" she yelled, as light dawned. "It's a crown! You didn't want to give it to the Nefraxi – you're going to put it on, and be their King!" she turned to the Curator, accusingly, as she spoke, and so missed the Doctor's dazzling smile at her guesswork as he left the window.

The Curator hissed at them. "I will be their King. When I put on the mask I will take the warlike form of the Nefraxi; the mask will give me the mind of a King of warriors, and I will rule this world, and others...." his face was contorted with anger, and, as the Doctor was still the other side of the room, made a dive for the mask. Gemma snatched it up, just as the Curator reached for it. He scampered to his feet with surprising agility, and crashed into Gemma, who held the mask up above her head out of his reach. She staggered under the impact, and, as she fell back, let go of the mask with her right hand. Struggling for balance, she fell back against the chair, kicking out at the Curator, who the Doctor grabbed in a strong hold. Sitting down in an ungainly heap, Gemma found the mask to heavy to hold in one hand, but her right was stuck awkwardly behind her; she looked up as the mask began to slip out of her grasp, and, with a mental shrug, she lowered her left arm, intending to rest the mask on her head while she sorted herself out.

The Curator screamed as she did, still helpless in the Doctor's grasp. The last thing she heard, as the mask descended onto her head, was the Doctor, his eyes concerned, saying "Oh dear... that's not good..."

Inside the mask, Gemma felt like darkness had not just encased her head, but her whole world. Where, a second earlier, she had been able to see the Curator, the Doctor, the office, now there was a blood red darkness, as she felt the mask settling on to her head, and, she realised with a start, into her brain. Her fear was short lived. The mask quelled it, mercilessly. She raised her head, a sort of elation filling her mind: she closed her eyes and breathed in deeply. She could _smell_ the power flowing from the mask into her; the utter lack of boundaries. She was strong, and she had no moral constraints on her. She could, and would, do anything. Opening her eyes, she found she could see again. The Curator was whimpering in the corner, having been released by the Doctor, who was still crouching on the floor, gazing up at her, his eyes filled with concern.

Concern? She thought – he should _fear_ me. I will make him fear me... She realised with a start that she was roaring. It felt good to roar, right somehow. She roared again, as loud and harsh as she could. The Doctor rose to his feet slowly, one hand raised towards her. He was speaking but she could not hear him over her own noise. His concern had deepened, she noted with satisfaction. He would soon know her strength, and would cower before her. And then, then she would kill him, and the Curator, tear them apart, limb from limb. The bloodlust excited her, and she roared again, passionately.

The Doctor stood, carefully watching Gemma. As soon as the mask had slipped over her head, he had sensed her change. The Curator had screamed and began struggling as hard as he could to get away from the mask, not toward it, as he had before. The Doctor released him, concentrating on Gemma.

"Gemma?" he spoke gently to her. "It's me, it's the Doctor. Do you remember? The Doctor?" he straightened up as the thing that had been Gemma roared. It was not Gemma's voice. It was the voice of the Nefraxi, gravelly, hash and utterly chilling. "What's it done to her?" he yelled to the Curator, who had curled up as small as he could in the corner, whimpering. "Tell me! What has it done to Gemma?" His voice betrayed his anger. She had done nothing wrong.

"It's too late for her" the curator snivelled "She's the King of the Nefraxi now – she's one of them – that's what the mask does, turns you into one of them..." He closed his eyes as the first of the Nefraxi soldiers burst into the office, responding to the call of their King. The Doctor retreated as the soldier advanced in rage, his club raised ready for the kill.

Gemma the Nefraxi King saw the Doctor retreat, and the soldier advance, and stopped her roar, only to scream an instruction at the soldier, just as his club was poised to swing down on the Doctor's head.

"Stop!" Such was her power that she knew the soldier would stop, and he did. "Leave him" she commanded.

"I obey the Nithrax" the soldier said, shouldering his club and waiting obediently. Gemma smiled to herself inside the mask. The other Nefraxi were arriving now, crowding in the doorway.

"Hail the Nithrax!" they chorused.

Gemma turned to them and they bowed down on backward-bended knees. "Worship me" she commanded "Worship the Nithrax!" Her voice, loud and grating, rang out across the office.

"Hail the Nithrax!" the bowed soldiers bellowed, rattling the windows. "Hail the Nithrax!" Gemma stood, her arms outstretched, bathing in the sound of their adulation. It ran over her like waves, strengthening her even further.

She raised a hand, and the ranks of soldiers were immediately silenced.

"Return to the ship" she commanded. "Wait for me there. I wish to deal with these" she raised a languid finger in the direction of the Doctor and the Curator "myself. When I return, we can perform the Ceremony of the Dead."

The soldiers roared their appreciation of her order, and stood, filing noisily out of the office, marching back down the stairs and out.

Once the room had emptied, the Doctor stood, and puffed out his cheeks in relief.

"Phew!" he said, pulling the Curator to his feet. "That was very well done, Gemma!" He brushed off his jacket. "I thought for a minute then the mask might have got the better of you, but that was a genius plan, pretending to be the Nithrax. How else would we have got rid of them? Genius!" Gemma stood in silence, watching him prattle on. Her body exuded power, still. "Well, I say genius," the Doctor continued "more like very clever." Gemma continued to stare at him, through the dark, dark eyes of the mask. "Well," the Doctor continued, more doubtfully "I say very clever, more sort of...." Gemma growled, a low, animal, _Nefraxi_ growl "not an escape plan at all...." finished the Doctor, gulping.

Gemma moved towards the Doctor, picking up one of the deadly looking spears from the display above the desk. She could feel the desire to kill rising inside her. The mask had not killed in a _long_ time. She found herself salivating at the thought of demonstrating her power by eviscerating the Curator and then the Doctor.

The Doctor was speaking to her again.

"Gemma! Gemma!" he said. Gemma laughed.

"I am not Gemma, I am the Nithrax" she replied. Even as she spoke though, there was the tiniest doubt in her mind.

"Listen to me" the Doctor was speaking desperately, trying so hard to make her stop. "You don't have to do this! You have a choice! Gemma, can you hear me? You always have a choice! You don't have to do this!"

Gemma raised the spear. The Doctor moved to stand in front of the Curator, one arm up in front of him, raised as if in defence. "Gemma! Trust me, you do_ not_ want to do this!" his brown eyes were filled with sincerity, and compassion.

Gemma faltered. She realised that she did still think of herself as Gemma. The power of the Nithrax, the mask, was being channelled through her, but she was still herself. She hesitated.

"That's right, you have a choice!" The Doctor was still pleading with her. "Choose not to."

Gemma could see, now, through the bloodlust. It was still her inside the mask, and it was still her choice. It always had been her choice – she had let the mask lead her, but the decision to give in to the seduction of the power had been hers. It was still coursing through her veins, in fact – the hand holding the spear shook. All she had to do was bring it down, twice, and she would be free, the Nithrax, King of the Nefraxi, with all the power and status that entailed.

The Doctor, almost a stranger to her, a complete stranger to the Curator, stood between them now, shielding the weeping old man, but completely concentrated on her. He spoke softly, for her ears only.

"Gemma" he said "I know you can hear me. I know this mask is making you do things you don't want to do. But you can choose not to, you can choose to be you. Just take it off" he had moved closer, and held her by the shoulders, edging past the spear in her hand to do so.

Shuddering, Gemma lowered the spear. She had heard the Doctor's words, and knew now she would not kill him. But she vowed, then and there, never to tell him, never to tell _anyone_ what she had come so close to doing. She knew, in her heart, that if the Doctor had not been there she would have killed the Curator and, more than that, probably then turned on humankind. And, worse still, that it would have been her decision, not the mask's.

The Doctor reached out, still talking to her, and gently removed the mask from her face. She stood, pale and shaking, as the Doctor took the mask and broke it over his knee, feeling the power drain from it. He looked at her, and she, once again, got the feeling that he knew more than he was letting on. She breathed deeply, trying to take control of herself again.

"You alright?" he enquired. She breathed out again.

"I'm always alright" she said, with a weak smile. "What's next?" The Doctor's serious eyes belied the smile he returned her.

"Mopping up" he said. "Starting with him." And so saying, the Doctor collared the Curator, marching him down to the hall and out of the building. The sound of a vehicle approaching told Gemma that the military were moving in, and sure enough, an armoured vehicle drove up the street outside the museum, followed by uniformed soldiers.

The Doctor stood waiting for them, tall and imperious, the abject Curator whimpering by his side. Gemma stood a few steps away, still shaken by her recent brush with the dark side of her own self more than any amount of alien encounters. She couldn't hear what the Doctor was saying, but soon enough, the Curator was in handcuffs and led away by a couple of soldiers. Once, the soldiers gestured over to her, but the Doctor clearly told them she was with him, and they backed off at once.

Eventually, he came back over to her.

"Your phone's still in the TARDIS" he said. "Shall we get out of here before the clean up begins? I don't like the cleaning up bit, it's way too messy." Gemma grinned, her spirits returning.

"What about the Nefraxi? Hadn't we better do something about them? We can't leave them hovering above Oxford forever..."

"Naah" said the Doctor, carelessly. "Now the Nithrax is gone they'll have lost the scent, they'll go off in search of it again. Probably search for it for ages before they realise it's gone – you might have noticed that without a leader they're not the brightest. Might stop them fighting for a century or two. Can only be a good thing." He grinned, and offered Gemma his arm.

"Walking this time – no running?" she checked, before taking it and strolling off through Oxford with him, this time appreciating the silence as they walked.

Back at the TARDIS, the Doctor fumbled for his key, and let them in. Gemma's phone was still connected to the console. As the Doctor went to unplug it, he realised that there, next to it, lay something that had definitely not been there before. A spare key.

"Oh, no you don't" he whispered to the TARDIS, as he pocketed the key. "And don't try to manipulate me like that." He picked up the phone, and handed it to Gemma.

"Doctor..." He sighed. He knew what she was going to say. "Listen – this spaceship of yours. Is there any chance that..." she trailed off. "I mean, would you..." she tailed off again. She was obviously not used to asking for favours from people. He sighed again.

"I am really sorry, but I can't" he said. "I've taken people before, out into space – friends, _more_ than friends..." he stopped, sadly.

"Hey" Gemma interrupted him. "You don't have to worry about that with me. You're _really_ not my type!" The Doctor laughed.

"What, a bi-vascular, 900 year old alien?" he asked, a cheeky twinkle in his eyes. Gemma laughed too.

"_Something_ like that...." For a second, the Doctor hesitated. He wanted so badly to allow himself, to say yes, to let himself have the comfort of a companion. But, before he could soften, he made himself remember what happened to people he loved. What happened to people who travelled with him.

"I am sorry" he said, a leaden finality in his voice. Gemma looked away from him. Her disappointment was palpable. Awkwardly, the Doctor shifted his weight. He felt terrible. "Your family would miss you anyway." He said, aiming for a vestige of comfort for her.

When she looked up, though, her face was a blank.

"Let's make a deal" she said "I won't ask about yours, and you won't ask about mine. What do you say?" Seeing a sadness he knew all too well reflected in her eyes, the Doctor nodded.

"Deal" he said. "And listen, if you feel like a change from Oxford, I'd recommend Cardiff... lots of, umm, excitement round that neck of the woods..." he broke off, as the TARDIS doors slammed shut of their own accord. He whirled towards the control panel, as a familiar groaning sound began, and the central column rose and fell.

"Oh, no you don't!" he yelled, diving for the console.

Gemma looked up, bewildered. "What's going on?" she asked.

The Doctor beat his fist on the console.

"She's doing it again" he said, half frustrated, half amused, as he gazed at the little light blinking on and off on the far side of the controls.


End file.
